**Exhibit 10.17**
**Employment Agreement**
          This Employment Agreement (the “Agreement”) is effective as of August 30,2002 (the “Effective Date”), by and between Anchor Glass Container Corporation(the “Company”), and Roger L. Erb (the “Executive”).
          WHEREAS, the Company has employed the Executive as its Executive VicePresident-Operations and wishes to continue to employ the Executive;
          WHEREAS, the Company and the Executive have reached agreement concerningthe terms and conditions of his continued employment with the Company and wishto formalize that agreement;
          NOW, THEREFORE, in consideration of the mutual terms, covenants andconditions stated in this Agreement, the Company and the Executive hereby agreeas follows:
ARTICLE I
Employment Term
          1.1 Employment. The Company hereby employs the Executive and theExecutive hereby accepts employment with the Company as Executive VicePresident – Operations & Engineering. During the Employment Term (ashereinafter defined), the Executive will have the title, status and duties ofExecutive Vice President – Operations & Engineering and will report directly tothe Company’s President and Chief Executive Officer (the “CEO”).
          1.2 Term of Employment. The term of employment (“Employment Term”) underthis Agreement will commence on the Effective Date and will continue thereafteruntil three (3) years from the Effective Date, unless sooner terminated byeither party in accordance with the provisions of this Agreement.
ARTICLE II
Duties
          2.1 Duties. During the Employment Term, the Executive shall continue toperform the duties assigned to him and in effect during the one hundred andtwenty (120) day period immediately preceding the Effective Date and shallfurther perform the duties assigned to him by the Company’s CEO or theCompany’s Board of Directors (the “Board”), from time to time aftercommencement of the Effective Date; provided that the Executive shall not beassigned tasks inconsistent with those of Executive Vice President–Operations &Engineering. The Executive’s services shall be performed at the Company’sTampa, Florida offices.
          (a) The Executive shall devote substantially all of his businesstime and use his reasonable best efforts, talents, knowledge andexperience to serve as the Company’s Executive Vice President-Operations& Engineering and to promote the interests of the Company.
 

 

          (b) The Executive will perform his duties diligently and competentlyand shall act in conformity with the Company’s written and oral policiesand within the limits, budgets and business plans set by the Company.The Executive will at all times during the Employment Term strictlyadhere to and obey all of the rules and regulations in effect from timeto time relating to the conduct of the executives of the Company. Exceptas provided in Section 2.2 below, the Executive shall not engage inconsulting work or any trade or business for his own account or for or onbehalf of any other person, firm or company that competes, conflicts orinterferes with the performance of his duties hereunder in any materialway.
          2.2 Other Activities. The Executive may devote reasonable time toactivities such as supervision of personal investments and activities involvingprofessional, charitable, educational, religious and similar types ofactivities, speaking engagements and, upon prior written approval of the Board,membership on other boards of directors, provided that such activities do notinterfere in any material way with the performance of his duties under thisAgreement. The time involved in such activities shall not be treated asvacation time. The Executive shall be entitled to keep any amounts paid to himin connection with such activities (*e.g.*, director fees and honoraria).
ARTICLE III
Compensation and Benefits
          During the Employment Term, the Company shall provide to the Executive,and the Executive shall accept from the Company as full compensation for theExecutive’s services hereunder, compensation and benefits as follows:
          3.1 Base Salary. The Company shall pay the Executive an annual basesalary of $250,080 per year (“Base Salary”). The Company’s CEO, the Board orsuch committee of the Board as is responsible for setting the compensation ofsenior executive officers (the “Committee”) shall review the Executive’sperformance and Base Salary at least annually in January of each year afterconsultation with the Executive, and may from time to time increase theExecutive’s Base Salary. The first review shall be in January 2003. Effectiveas of the date of any such increase, the “Base Salary” as so increased shallbecome the Executive’s “Base Salary” for all purposes of this Agreement and maynot thereafter be reduced without the Executive’s written consent. Anyincrease in Base Salary shall not limit or reduce any other obligation of theCompany to the Executive under this Agreement. The Company shall pay theExecutive’s Base Salary according to the payroll practices in effect for allsenior executive officers of the Company.
          3.2 Annual Bonus. The Company shall pay to the Executive an annual cashbonus (“Annual Bonus”) in accordance with the terms hereof for each “Year” (asdefined below) which ends during the Employment Term. The Executive shall beeligible for an Annual Bonus as set forth in the Mercer Human ResourceConsulting “Management Incentive Plan Design Anchor Glass ContainerCorporation” report, dated June 11, 2002 (the “Mercer Report”). The term“Year” shall mean the Company’s fiscal year unless indicated otherwise.
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          (a) If the Executive achieves his target performance goals (the“Target Annual Goals”), as determined by the Board on an annual basisafter consulting with the Executive, such Annual Bonus shall be as setforth in the Mercer Report (the “Target Annual Bonus”). If the Executiveachieves his maximum performance goals (“Maximum Annual Goals”), asdetermined by the Board (or Committee) on an annual basis afterconsulting with the Executive, such Annual Bonus shall be as set forth inthe Mercer Report. (the “Maximum Annual Bonus”). If the Executiveachieves threshold performance goals (“Threshold Annual Goals”), asdetermined by the Board (or Committee) on an annual basis afterconsulting with the Executive, such Annual Bonus shall be as set forth inthe Mercer Report. If the Executive achieves a level of performancewhich falls between the Threshold Annual Goals and the Target AnnualGoals or between the Target Annual Goals and the Maximum Annual Goals,lineal interpolation shall be used to determine the Executive’s AnnualBonus for such Year. Such performance goals shall be set by the Board(or Committee) within ninety (90) days after the first day of theapplicable Year.
          (b) For the Company’s 2002 Year, the Executive shall be eligible fora target bonus as set forth in the Mercer Report.
          (c) The Company shall pay the entire Annual Bonus that is payablewith respect to a Year in a lump-sum cash payment as soon as practicableafter the Board (or Committee) can determine whether and the degree towhich Maximum Annual Goals, Target Annual Goals or Threshold Annual Goalshave been achieved following the close of such Year. Any such AnnualBonus shall in any event be paid within ninety (90) days after the end ofthe Year.
          3.3 Equity Incentives. The Company shall make available to its seniorexecutives the following forms of equity
          (a) Stock Options. The Executive shall be eligible to participatein any stock option plan maintained by the Company, pursuant to the termsof such plan.
          (b) Stock Purchase. On the Effective Date, certain seniorexecutives of the Company shall have the opportunity to purchase sharesof Common Stock of the Company from Cerberus Capital Management, L.P., onbehalf of one or more funds or affiliates to be designated by it(“Cerberus”), equal to an aggregate purchase price of approximately ThreeHundred Thousand Dollars ($300,000) (the “Common Shares”). The Executiveshall have the opportunity to purchase 121,500 Common Shares fromCerberus, at a purchase price per Common Share of $0.5555 for a totalpurchase price of $67,500. In connection with the purchase of CommonShares, the Executive shall become a party to the Company’s ShareholdersAgreement.
          3.4 Incentive Compensation. The Executive shall be eligible toparticipate in any annual performance bonus plans, long-term incentive plans,and/or equity-based compensation plans established or maintained by the Companyfor its senior executive officers.
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          3.5 Executive Benefit Plans. The Executive and/or his family (to theextent eligible), as the case may be, will be eligible to participate onsubstantially the same basis as the Company’s other senior executive officersin any executive benefit plans offered by the Company. The Company reservesthe right to modify, suspend or discontinue any and all of the plans,practices, policies and programs at any time without recourse by the Executive,so long as Company takes such action generally with respect to other similarlysituated senior executive officers.
          3.6 Business Expenses. The Company shall promptly reimburse the Executivefor all reasonable business-related expenses incurred in the performance ofservices for the Company, in accordance with the policies, practices andprocedures of the Company.
          3.7 Vacation. The Executive will be entitled to 20 paid vacation days foreach calendar year during the Employment Term.
ARTICLE IV
Payments on Termination of Employment.
          4.1 Termination of Employment for any Reason. The following payments willbe made upon the Executive’s termination of employment for any reason and shallbe the only payments provided as a result of a termination of employment by theCompany for Cause or a voluntary termination by the Executive without GoodReason:
          (a) Earned but unpaid Base Salary through the date of termination;
          (b) Any accrued but unpaid vacation;
          (c) Any incentive compensation for which the performance measurementperiod has ended and a payment earned under the terms of the incentiveplan, program or arrangement remains unpaid at the time of termination ofemployment;
          (d) Any amounts payable under any of the Company’s executive benefitplans in accordance with the terms of those plans, except as may berequired under Section 401(a)(13) of the Code; and
          (e) Unreimbursed business expenses incurred by the Executive on theCompany’s behalf pursuant to the Company’s reimbursement policy.
          4.2 Termination of Employment for Retirement, Death or Disability. Inaddition to the amounts determined under Section 4.1 above, if the Executive’stermination of employment occurs by reason of Normal Retirement, death orDisability: (a) the Executive (or his Beneficiary) will receive a pro rataportion of any bonus payable under the Company’s incentive plans and under thisAgreement for the year in which such termination occurs determined based on theCompany’s actual performance against its Annual Goals for the fiscal year inwhich such termination occurs; (b) all benefits received under this Agreementthat are subject to a vesting schedule shall continue to vest until the end ofthe year in which the death, Disability or Normal Retirement occurs; and (c)only in the case of Normal Retirement, the
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Executive shall be eligible to participate in an executive retiree healthplan; provided that the Executive shall pay the full cost of any applicablepremiums or other costs. For purposes of this Agreement, “Disability” means adetermination by the Company, in accordance with applicable law that, as aresult of a physical or mental injury or illness, the Executive is unable toperform the essential functions of his job with or without reasonableaccommodation. The term “Normal Retirement” means the date in which theExecutive terminates from employment with the Company and does not performservices for any other person or entity on or after the later of (i) attainingage sixty-five (65) or (ii) five (5) years of service with the Company (whichshall include periods prior to the Effective Date).
          4.3 Termination by the Company Without Cause, or Voluntary Termination bythe Executive for Good Reason. If the Company terminates the Executive’semployment other than for Cause or the Executive voluntarily terminates hisemployment for Good Reason, the Company will pay the following amounts andprovide the following benefits:
          (a) The Base Salary and any annual bonus that the Company would havepaid under the Agreement had the Executive’s employment continued for 1year after termination. For this purpose, an annual bonus will be theactual bonus paid for the fiscal year immediately preceding suchtermination.
          (b) Continued coverage under the Company’s medical and dental plansfor 1 year after termination, under the terms and conditions of theapplicable plans, provided, however, that if the Executive becomesemployed with another employer and is eligible to receive medical anddental benefits under another employer-provided plan, the medical anddental benefits described herein shall be terminated.
          (c) Continued vesting of any outstanding stock options or otherequity-based compensation awards as if the Executive remained employedfor 1 year after termination.
          4.4 Good Reason.
          (a) For purposes of this Agreement, “Good Reason” shall mean theoccurrence of any of the following without the Executive’s writtenconsent: (i) assigning duties to the Executive that are inconsistentwith those of the position of Executive Vice President – Operations &Engineering for similar companies in similar industries (except to theextent the Company promotes the Executive to a higher executiveposition), or any other action by the Company that results in a materialdiminution in such position, authority, duties or responsibilities,excluding for this purpose an isolated insubstantial and inadvertentaction not taken in bad faith and which is remedied by the Companypromptly after receipt of notice thereof given by the Executive; (ii)requiring the Executive to report to someone other than the Company’s CEOor Board; (iii) the failure of the Company to pay any portion of theExecutive’s compensation within ten (10) days of the date suchcompensation is due; (iv) the Company requires the Executive to relocatehis principal business office to a location not within thirty-five (35)miles of the Company’s principal business office located in the Tampa,Florida; (v) the Company’s
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material breach of any term of this Agreement; or (vi) any failureof the Company to comply with and satisfy Section 6.1 of this Agreement.
          (b) For purposes of this Section 4.4, “Company” shall mean anysuccessor to the Company by sale of more than fifty percent (50%) of thevoting securities of the Company or by sale of all or substantially allof the assets of the Company so that in the event that a successor upon atransaction does not assume this Agreement, the Executive may terminateemployment with Good Reason.
          (c) Notwithstanding the above, the actions described in subsection4.4(a) above shall not constitute Good Reason until after the Companyshall have been provided thirty (30) days prior written notice of suchaction (which notice need not be given more than twice in any one yearperiod) and shall have failed to remedy such action during such thirty(30) day period.
          4.5 Cause. For purposes of this Agreement, “Cause” shall mean: (i) theExecutive’s material breach of any provision of the Agreement; (ii) theExecutive’s willful and continued failure to perform his duties as an executiveof the Company (other than any such failure resulting from a Disability); (iii)the Executive’s willful misconduct, materially injurious to the Company,monetarily or otherwise, or (iv) the Executive’s commission of a felony; ineach case as determined by the Board; provided, however, the actions describedin clauses (i), (ii) and (iii) above shall not constitute Cause until after awritten demand for substantial performance is delivered to the Executive by theBoard, which demand specifically identifies the manner in which the Boardbelieves that the Executive has not substantially performed his duties, andwhich gives the Executive at least thirty (30) days to cure such allegeddeficiencies.
          For purposes of this Section 4.5, no act or failure to act, on the part ofthe Executive, shall be considered “willful” unless it is done, or omitted tobe done, by the Executive in bad faith. Any act, or failure to act, based uponauthority given pursuant to a resolution duly adopted by the Board or upon theinstructions of the Company’s CEO or based upon the advice of counsel for theCompany shall be conclusively presumed to be done, or omitted to be done, bythe Executive in good faith and in the best interests of the Company.
          4.6 Timing of Payments. All payments described above shall be made in alump sum cash payment as soon as practicable (but in no event more than ten(10) days) following the Executive’s termination of employment. If the totalamount of annual bonus is not determinable on that date, the Company shall paythe amount of bonus that is determinable and the remainder shall be paid in alump sum cash payment within ten (10) days of the date that annual performanceresults are finalized.
ARTICLE V
Restrictive Covenants
          5.1 Definitions. For purposes of this Agreement, the following terms willbe defined as follows:
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          (a) “Confidential Information” shall mean the Company’s tradesecrets and all other information unique to the Company and not readilyavailable to the public, including developments, designs, improvements,inventions, formulas, compilations, methods, forecasts, softwareprograms, processes, know-how, data, research, operating methods andtechniques, and all business plans, strategies, costs, profits,customers, vendors, markets, sales, products, key personnel, pricingpolicies, marketing, sales or other financial or business information,and any modifications or enhancements of any of the foregoing.
          (b) The term “Business Conducted by the Company” shall mean theglass container manufacturing business conducted by the Company as of thedate of the Executive’s termination of employment.
          5.2 Inventions or Developments. The Executive agrees that he willpromptly and fully disclose to the Company all discoveries, improvements,inventions, formulas, ideas, processes, designs, techniques, know-how, data andcomputer programs (whether or not patentable, copyrightable or susceptible toany other form of protection), made, conceived, reduced to practice ordeveloped by the Executive, either alone or jointly with others, during hisemployment with the Company (collectively, the “Inventions or Developments”).All Inventions and Developments shall be the sole property of the Company,including all patents, copyrights, intellectual property or other rightsrelated thereto and the Executive assigns to the Company all rights (if any)that the Executive may have or acquire in such Inventions or Developments.
          Notwithstanding the foregoing, any right of the Company or assignment bythe Executive as provided in this paragraph shall not apply to any Inventionsor Developments for which no equipment, supplies, facility or trade secretinformation of the Company were used and which were developed entirely on theExecutive’s own time, unless: (a) the Inventions or Developments relate to theBusiness Conducted by the Company or the actual or demonstrably anticipatedresearch or development of the Company; or (b) the Inventions or Developmentsresult from any work performed by the Executive for the Company.
          5.3 Non-Disclosure of Confidential Information or Inventions orDevelopments. The Executive acknowledges that he has had and will have accessto Confidential Information or Inventions or Developments of the Company andagrees that he shall not, at any time, directly or indirectly use, divulge,furnish or make accessible to any person any Confidential Information orInventions or Developments, but instead shall keep all such matters strictlyand absolutely confidential; provided, however, that, with respect to periodsafter the Executive’s termination of employment, all business plans,strategies, costs, profits, customers, vendors, markets, sales, products, keypersonnel, pricing policies, marketing, and sales shall only be considered“Confidential Information” for the duration that payments are made to theExecutive pursuant to Section 4.3 hereof or for 1 year after a termination withCause.
          5.4 No Diversion of Business Opportunities and Prospects. The Executiveagrees that during his employment with the Company: (a) the Executive shall notdirectly or indirectly engage in any employment, consulting or other businessactivity that is competitive with the Business Conducted by the Company; (b)the Executive shall promptly disclose to the Company all business opportunitiesthat are presented to the Executive in his capacity as an
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employee of the Company or which is of a similar nature to the BusinessConducted by the Company or which the Company has expressed an interest inengaging in the future; and (c) the Executive shall not usurp or take advantageof any such business opportunity without first offering such opportunity to theCompany.
          5.5 Actions Upon Termination. Upon the Executive’s employment terminationfor whatever reason, the Executive shall neither take or copy nor allow a thirdparty to take or copy, and shall deliver to the Company all property of theCompany, including, but not limited to, all Confidential Information orInventions or Developments, regardless of the medium (*i.e.*, hard copy, computerdisk, CD ROM) on which the information is contained.
          5.6 Non-Competition. The Executive agrees that so long as he is employedby the Company, for the period that the Executive receives payments pursuant toSection 4.3 hereof after termination of employment or for 1 year after atermination with Cause (the “Period”), he shall not, without the prior writtenconsent of the Company, participate or engage in, directly or indirectly (as anowner, partner, employee, officer, director, independent contractor,consultant, advisor or in any other capacity calling for the rendition ofservices, advice, or acts of management, operation or control), any businessthat, during the Period, is competitive with the Business Conducted by theCompany within the United States (hereinafter, the “Geographic Area”).
          5.7 Non-Solicitation of Employees. The Executive agrees that, during thePeriod, he shall not, without the prior written consent of the Company,directly or indirectly solicit any current employee of the Company, or anyindividual who becomes an employee during the Period, to leave such employment.
          5.8 Non-Solicitation of Suppliers or Customers. The Executive agreesthat, during the Period, he shall not, without the prior written consent of theCompany, directly or indirectly solicit, seek to divert or dissuade fromcontinuing to do business with or entering into business with the Company, anysupplier, customer, or other person or entity that had a business relationshipwith or with which the Company was planning or pursuing a business relationshipat or before the date of termination of his employment.
          5.9 Irreparable Harm. The Executive acknowledges that: (a) theExecutive’s compliance with this Article V is necessary to preserve and protectthe Confidential Information, Inventions or Developments and the goodwill ofthe Company as a going concern; (b) any failure by the Executive to comply withthe provisions of this Section will result in irreparable and continuing injuryfor which there will be no adequate remedy at law; and (c) in the event thatthe Executive should fail to comply with the terms and conditions of thisArticle V, the Company shall be entitled, in addition to such other relief asmay be proper, to all types of equitable relief (including, but not limited to,the issuance of an injunction and/or temporary restraining order) as may benecessary to cause the Executive to comply with this Section, to restore to theCompany its property, and to make the Company whole.
          5.10 Survival. The provisions set forth in this Article V shall, asnoted, survive termination of this Agreement.
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          5.11 Forfeiture. If the Executive violates any provision of this ArticleV, the Executive will forfeit his right to all payments and benefits underSection 4.3, except to the extent otherwise provided by law.
          5.12 Unenforceability. If any provision(s) of this Article V shall befound invalid or unenforceable, in whole or in part, then such provision(s)shall be deemed to be modified or restricted to the extent and in the mannernecessary to render the same valid and enforceable, or shall be deemed excisedfrom this Agreement, as the case may require, and this Agreement shall beconstrued and enforced to the maximum extent permitted by law, as if suchprovision(s) had been originally incorporated herein as so modified orrestricted, or as if such provision(s) had not been originally incorporatedherein, as the case may be.
ARTICLE VI
Miscellaneous
          6.1 Assignment; Successors. This Agreement shall inure to the benefit ofand be binding upon the Company and its successors. The Company may not assignthis Agreement without the Executive’s written consent, except that theCompany’s obligations under this Agreement shall be the binding legalobligations of any successor to the Company by sale, and in the event of anytransaction that results in the transfer of substantially all of the assets orbusiness of the Company, the Company will cause the transferee to assume theobligations of the Company under this Agreement. Upon the Executive’s deaththis Agreement will inure to the benefit of the Executive’s heirs, legatees andlegal representatives of the Executive’s estate.
          6.2 Insurance and Indemnification***.***For the period from the Effective Datethrough at least the tenth anniversary of the Executive’s termination ofemployment from the Company, the Company agrees to maintain the Executive as aninsured party on all directors’ and officers’ insurance maintained by theCompany for the benefit of its directors and officers on at least the samebasis as all other covered individuals and provide Executive with at least thesame corporate indemnification as it provides to its other senior executiveofficers.
          6.3 Interpretation. The laws of the State of Florida shall govern thevalidity, interpretation, construction and performance of this Agreement,without regard to the conflict of laws principles thereof.
          6.4 Withholding. The Company may withhold from any payment that it isrequired to make under this Agreement amounts sufficient to satisfy applicablewithholding requirements under any federal, state or local law.
          6.5 Amendment or Termination. This Agreement may be amended at any timeby written agreement between the Company and the Executive.
          6.6 Notices. Notices given pursuant to this Agreement shall be in writingand shall be deemed received when personally delivered, or on the date ofwritten confirmation of receipt by (a) overnight carrier, (b) telecopy, (c)registered or certified mail, return receipt requested, addressee only, postageprepaid, or (d) such other method of delivery that provides a writtenconfirmation of delivery. Notice shall be directed to:
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   If to the Company, to: Anchor Glass ContainerCorporation 4343 Anchor Plaza Parkway Tampa, Florida 33634-7513 Attention: President and Chief Executive Officer   With a copy to: Cerberus Capital Management, LP 450 Park Avenue New York, New York 10022 Attention: Lenard Tessler   With a copy to: Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 Attention: Ronald E. Richman, Esq.   If to the Executive, to his home address set forth inthe records of the Company   With a copy to: Winston & Strawn 35 West Wacker Drive Chicago, Illinois 60601 Attention: Michael S. Melbinger, Esq.
The Company may change the person and/or address to whom the Executive mustgive notice under this Section by giving the Executive written notice of suchchange, in accordance with the procedures described above. Notices to or withrespect to the Executive will be directed to the Executive, or to theExecutive’s executors, personal representatives or distributees, if theExecutive is deceased, or the assignees of the Executive, at the Executive’shome address on the records of the Company.
          6.7 Severability. If any provision(s) of this Agreement shall be foundinvalid or unenforceable by a court of competent jurisdiction, in whole or inpart, then it is the parties’ mutual desire that such court modify suchprovision(s) to the extent and in the manner necessary to render the same validand enforceable, and this Agreement shall be construed and enforced to themaximum extent permitted by law, as if such provision(s) had been originallyincorporated herein as so modified or restricted, or as if such provision(s)had not been originally incorporated herein, as the case may be.
          6.8 Entire Agreement. This Agreement sets forth the entire agreement andunderstanding between the Company and the Executive and supersedes all prioragreements and understandings, written or oral, relating to the subject matterhereof.
          6.9 Consultation With Counsel. Executive acknowledges that he has had afull and complete opportunity to consult with counsel of the Executive’s ownchoosing concerning the terms, enforceability and implications of thisAgreement, and the Company has made no representations or warranties toExecutive concerning the terms, enforceability or implications of thisAgreement other than as are reflected in this Agreement.
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          6.10 Waiver; Release of Claims. No failure or delay by the Company or theExecutive in enforcing or exercising any right or remedy hereunder shalloperate as a waiver thereof. No modification, amendment or waiver of thisAgreement nor consent to any departure by the Executive from any of the termsor conditions thereof, shall be effective unless in writing and signed by theChairman of the Company’s Board. Any such waiver or consent shall be effectiveonly in the specific instance and for the purpose for which given.
          6.11 Mitigation. In no event shall the Executive be obligated to seekother employment or take any other action to mitigate the amounts payable tothe Executive under any of the provisions of this Agreement, nor shall theamount of any payment hereunder be reduced by any compensation earned as resultof the Executive’s employment by another employer, except that any continuedwelfare benefits provided for by Section 4.3 shall not duplicate any benefitsthat are provided to the Executive and his family by such other employer andshall be secondary to any coverage provided by such other employer.
          6.12 Beneficiary. If the Executive dies prior to receiving all of theamounts payable to him in accordance with the terms of this Agreement, suchamounts shall be paid to one or more beneficiaries (each, a “Beneficiary”)designated by the Executive in writing to the Company during his lifetime, orif no such Beneficiary is designated, to the Executive’s estate. Such paymentsshall be made in a lump sum to the extent so payable and, to the extent notpayable in a lump sum, in accordance with the terms of this Agreement.Executive, without the consent of any prior Beneficiary, may change hisdesignation of Beneficiary or Beneficiaries at any time or from time to time bya submitting to the Company a new designation in writing.
          6.13 Enforcement Costs. The prevailing party in any litigation or actionwith respect to this Agreement shall be reimbursed for all fees or expensesincurred in such litigation or action; provided, however, that the maximumreimbursement from the Executive to the Company shall be $100,000.
          6.14 Representations by Executive. Executive represents and warrants thatby accepting employment with the Company under this Agreement, he is not (a)breaching any other agreement with any third party, including but not limitedto any former employer, or (b) in any other way restricted in or limited fromfulfilling the terms of this Agreement.
          6.15 Survival. All sections of this Agreement survive beyond theEmployment Term except as otherwise specifically stated.
          6.16 Headings. The headings in this Agreement are for convenience ofreference only and shall not limit or otherwise affect the meaning thereof.
          6.17 Counterparts. The parties may execute this Agreement in one or morecounterparts, all of which together shall constitute but one Agreement.
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          IN WITNESS WHEREOF, the parties have executed this Agreement effective asof the date first above written.     Anchor Glass Container Corporation EXECUTIVE     By: /s/ Richard Deneau /s/ Roger L. Erb             Its: President  
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